- Current report filing (8-K)
September 17 2010 - 2:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 17, 2010 (September 13, 2010)
Date of Report
(Date of earliest event reported)
Protective
Life Corporation
(Exact name of registrant as specified in its charter)
Delaware
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001-11339
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95-2492236
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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2801 Highway 280 South
Birmingham, Alabama 35223
(Address of principal executive offices and zip code)
(205) 268-1000
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CF 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On September 13, 2010,
Protective Life Insurance Company (Protective Life), a wholly owned
subsidiary of Protective Life Corporation (Protective), entered into a Stock
Purchase Agreement (the Agreement) with Torchmark Corporation (Torchmark)
and its wholly owned subsidiaries, Liberty National Life Insurance Company (Liberty
National) and United Investors Life Insurance Company (United Investors).
Pursuant to the Agreement, Protective Life has agreed to acquire the stock of
United Investors from Liberty National.
The aggregate purchase price for
United Investors is expected to be approximately $316 million, including
approximately $130 million of adjusted statutory capital and surplus. The
purchase price is subject to the receipt by United Investors of the required
consents and regulatory approvals for, and the payment by, United Investors to
Liberty National of a pre-closing extraordinary dividend as well as certain
post-closing adjustments. Protective Life estimates that its initial capital
invested will be approximately $260 million, excluding excess capital of
approximately $56 million held by United Investors at closing.
The closing of the acquisition is
conditioned on, among other things, the termination or expiration of any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, receipt of approvals from certain regulatory authorities, final negotiation
of related agreements, including certain reinsurance agreements, and that
United Investors shall not have experienced a material adverse effect between
the date of the Agreement and closing. Protective Life and Liberty National
will enter into a transition services agreement at closing pursuant to which
Liberty National will provide certain administrative services and assistance to
Protective Life for a period of time thereafter. The closing of the acquisition
is expected to occur on and be effective December 31, 2010.
The Agreement contains
representations and warranties made by Liberty National with regard to the
contemplated transactions and the business and properties of United Investors
as well as representations and warranties made by Protective Life with regard
to the contemplated transactions. The representations and warranties concerning
United Investors include, among others, representations with respect to
financial statements, taxes, and compliance with applicable laws, including
insurance regulatory requirements, properties and litigation. The Agreement
also contains customary covenants concerning the operation of United Investors
in the ordinary course of business pending closing and provides for mutual
rights of access to information and cooperation among the parties.
Currently, Protective Life intends
to merge United Investors into Protective Life upon completion of the
transition of the administration of the acquired business to Protective Life.
However, the Agreement provides that Protective Life will not merge,
consolidate, dissolve or otherwise dispose of substantially all the assets of
United Investors for a period of eighteen months following closing. Protective
Life can give no assurance as to when or if such a merger will occur.
The
Agreement contains representations and warranties that the parties made to and
solely for the benefit of each other. The assertions embodied in those
representations and warranties are qualified in information contained in
confidential disclosure schedules that the parties exchanged in connection with
signing the Agreement. Accordingly, investors should not rely on the
representations and warranties in the Agreement as characterizations of the
actual state of facts, since they are modified by the underlying disclosure
schedules. These disclosure schedules contain information that may
constitute material non-public information. Moreover, information
concerning the subject matter of the representations and warranties may have
changed since the date of the Agreement, which subsequent information may or
may not be fully reflected in Protectives public disclosures.
The foregoing description of the
Agreement is not complete and is qualified in its entirety by reference to the
full text of the Agreement, which is filed as Exhibit 2.01 hereto and is
incorporated by reference herein.
2
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This report
includes forward-looking statements that may express expectations of future
events and results regarding the proposed transactions, including but not
limited to statements regarding the expected benefits and costs of the proposed
transactions, the ability to complete the proposed transactions, and the expected
timing of the completion of the proposed transactions. All statements that
express expectations for and results of future events rather than historical
facts are forward-looking statements that may involve certain risks and
uncertainties. Protective cannot give
assurance that such statements will prove to be correct. The factors that could
affect the future events include, but are not limited to, general economic
conditions and the following known trends and uncertainties: Protective Life
may not be able to complete the transactions due to, among other things, the
inability of the parties to satisfy the various closing conditions, including
the receipt of required regulatory approvals; completion of the transactions
may be more costly or may take longer than expected; the financing structure of
the transactions may be different than currently contemplated; the actual
financial results of the transactions could differ materially from Protectives
expectations and may be impacted by items not taken into account in its
forecasts and/or its earnings per share calculations; and Protective Lifes
expectations regarding its ability to successfully integrate and transition the
acquired operations and satisfy its legal and compliance obligations in
relation to the transactions may prove to be incorrect. In addition, please
refer to Part I, Item 1A, Risk Factors and Cautionary Factors that
may Affect Future Results of Protectives most recent Form 10-K; Part II, Item
1A, Risk Factors, of Protectives subsequent quarterly reports on Form 10-Q;
and Protectives reports filed on Form 8-K for more information about risk
factors. Protective assumes no obligation and does not intend to update these
forward-looking statements.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits:
2.01
- Stock Purchase Agreement By and Among Protective Life Insurance Company,
United Investors Life Insurance Company, Liberty National Life Insurance
Company and Torchmark Corporation dated as of September 13, 2010. *
* Note:
Schedules to the Stock Purchase Agreement, which include lists of items
required to be disclosed by, and exceptions to, the representations and
warranties contained in the Stock Purchase Agreement have not been filed
herewith. The registrant agrees to
furnish a copy of any such omitted schedule to the Securities and Exchange
Commission upon request.
3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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PROTECTIVE
LIFE CORPORATION
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/s/Steven
G. Walker
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Steven
G. Walker
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Senior
Vice President, Controller and Chief Accounting Officer
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Dated:
September 17,
2010
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